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Post Warranty Service Contract – Terms and Conditions

  1. IMAGE MONITORING USA INC (IMIUSA) Within the effective period(s) selected on page 1of this document, IMIUSA shall have the duties described in above full service contract post warranty details.
  2. EXCLUSION FROM IMIUSA DUTIES. IMIUSA shall have no obligation to provide service or replacement parts on equipment in connection with or arising from any of the following as applicable; (a) any intentional or negligent acts or omissions of customer’s employees, agents or invitees: (b) attempts to repair, service or access the internal components of the Equipment made by persons other than IMIUSA in connection with the Equipment: (c) use of special attachments or devices not provided by IMIUSA in connection with the Equipment; (d) misuse of Equipment including, without Limitation, use of the Equipment for any application or function for which it was not designed; (e) damage resulting from use of operating supplies or consumable parts not approved by IMIUSA; (f) transducer failure due to events such as cracking from high impact drops, cable rupture from rolling equipment over the cable, and other accidental causes, (g) transducer failure due to events such as damage or delaminating from cleaning with materials or methods not approved by IMIUSA; (h) failure or damage caused by any hardware or software not manufactured and installed by IMIUSA that is installed on the Equipment; or (i) maintenance required due to damage to the Equipment resulting from (1) transportation by Customer; (2) causes (other than ordinary use) within the reasonable control of Customer; or (3) any Excused Event as defined in paragraph 4 of this Plan. IMIUSA will not replace transducers solely for the reason that they have discolored.
  3. In addition, and at IMIUSA option, IMIUSA may terminate this Plan without liability immediately upon written notice upon the occurrence of (a), (b), (c), (h) or (i) above. FAILURE OF THE CUSTOMER TO PERFORM ANY OF THE DUTIES SPECIFIED IN THE ATTACHED ADDENDUM 1, OR ANY OTHER ATTACHED EXHIBIT OR ADDENDA, AS APPLICABLE SHALL RELIEVE IMIUSA OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
  4. EXCUSED PERFORMANCE: IMIUSA will not be required to perform its obligations under this Plan, nor will it be liable for its failure to perform such obligations if such performance is prevented, hindered, or delayed by reason of any cause or causes beyond the reasonable control of IMIUSA (“Excused Event”) including without limitation, any act of God, war or other violences civil disturbance, strike, work stoppage or other labor difficulty, transportation contingency, accident, failure of IMIUSA’ supplier(s) to perform its contract with IMIUSA, power failure, law, regulation or ordinance, act or order of any government agency or official thereof.
  5. DEFAULT: Any of the events described in Section 5.1 or 5.2 shall constitute an event of default.5.1 Any sum of money owed by Customer under this or any other Plan, or for the purchase of any equipment or service from IMIUSA, that is not paid when due and remains unpaid for a period of ten (10) days after receipt by Customer of written notice thereof from IMIUSA; or 5.2 Either party fails to perform any of its obligations under this Plan other than those described in Section 5.1, and such failure remains uncured for a period of thirty (30) days after receipt by such party of written notice thereof from the other party. 5.3 If any event of default occurs, the non-defaulting party, in addition to any other rights available to it under law or in equity, may withhold its performance hereunder or may terminate this Plan at any time by giving notice thereof in writing to the defaulting party. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.5.4 This agreement may be canceled by either party with 30 days written notice.
  6. WARRANTY, DISCLAIMER OF WARRANTY;

6.1 Warranty, Disclaimer of Warranty. EXCEPT AS PROVIDED IN WRITING IN ANY ATTACHMENTS TO THIS PLAN, IMIUSA EXTENDS NO WARRANTIES ON PARTS SUPPLIED OR SERVICES PERFORMED UNDER THIS PLAN, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).6.2 Remedy. In the event of IMIUSA’ breach of any warranty or obligation under this Plan, IMIUSA’ sole obligation and Customer’s sole remedy shall be at IMIUSA’ option to make all necessary repairs or replacements in accordance with the terms of this Plan.

  1. LIMIUSATATION OF LIABILITY. IMIUSA SHALL IN NO EVENT HAVE OBLIGATIONS OR LIABILITIES TO CUSTOMER OR ANY OTHER PERSON FOR LOSS OF PROFITS, LOSS OF USE, LOSS OFIMAGES OR LOSS OF DATA, OR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF IMIUSA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES CONTEMPLATED HEREUNDER OR ANY FAILURE OR DELAY IN CONNECTION WITH ANY OF THE FOREGOING. WITHOUT LIMIUSATING THE GENERALITY OF THE PROCEEDING SENTENCE, IMIUSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE, EXCEPT FOR BODILY INJURY, DEATH OR PROPERTY DAMAGE CAUSED SOLELY AND DIRECTLY BY THE GROSS NEGLIGENCE OF IMIUSA OR ANY OF IMIUSA EMPLOYEES. IMIUSA SHALL HAVE NO LIABLITY UNDER THIS PLAN FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND WHATSOEVER CAUSED BY THE EQUIPMENT OR BY ANY DEFECT THEREIN, THE USE OR MAINTENACE THEREOF OR ANY SERVICING OR ADJUSTMENT THERETO, NOT EXPRESSLY COVERED BY THIS PLAN.
  2. EQUIPMENT LOCATION: All Equipment is located at customer’s address on the front side of this Plan, unless otherwise set forth on the front side of this Plan. Any subsequent resale of the Equipment or removal of the Equipment to a new location without prior approval from IMIUSA will result in a termination of IMIUSA’ duties hereunder.
  3. MISCELLANEOUS:

9.1 Assignment. Customer’s rights and obligations under this Plan shall not be assignable by Customer in whole or in part by operation of law or otherwise, without the prior written consent of IMIUSA, and any attempt by Customer to assign any rights, duties or obligations which arise under this Plan without such consent will be void. 9.2 Waiver. Any forbearance, failure or delay by IMIUSA in exercising any right, power, or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, any single or partial exercise of any right, power or remedy by IMIUSA hereunder shall not preclude the further exercise thereof, and every right, power, and remedy of IMIUSA shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing by IMIUSA.9.3 Governing Law. This Plan will be governed by the laws of the Commonwealth of New York as such laws are applied to contracts entered into and wholly to be performed within New York 9.4 Attorney’s Fees. If any legal action or proceeding is brought for the enforcement of this Plan or because of any alleged dispute, breach or default in connection with any of the provisions of this Plan, the successful or prevailing party shall be entitled to recover it reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled, except where prohibited by law. 9.5 Validity of Agreement. If any provision of this Plan is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Plan will not in any way be affected or impaired thereby. 9.6 Notices. All notices, requests, demands and other communications under this Plan shall, unless otherwise provided herein in writing, be deemed to have been duly given on the date of service if served personally, or upon receipt if sent by certified or registered mail, postage prepaid, to the address of the receiving party set forth on the front page of this Plan. 9.7 Exhibits and Addenda. A separately attached addendum described the specific features of the Plan and is made a part of this Agreement. 9.8 Entirety of Agreement. This Plan, including all the exhibits and addenda referenced in Section 9.7, supersedes all prior and contemporaneous oral or written representations or communications between the parties and constitutes the entire understanding of the parties relating to the subject matter of this Plan. Without Limiting the foregoing, the terms and conditions of any purchase order or other document issued by Customer in connection with this Plan that are in addition to or inconsistent with the terms and conditions of the plan, shall be of no force and effect. This Plan may be amended or modified only by a written agreement signed by both parties.

9.9 Equipment Inspection. Prior to commencement of this Plan, IMIUSA shall have the right to inspect the Equipment and all service required as a result of such inspection shall be at Customer’s expense, unless the Equipment is currently under warranty. 9.10 Acceptance. This plan is valid when signed by authorized representative of the Customer. If changes are made to the Terms and Conditions or exhibits or addenda are attached, the Plan is valid when authorized representatives of both IMIUSA and the Customer sign it.

Addendum 1:

Post Warranty

Service Requests: The customer must speak with a Support Agent to determine if the product requires service. If a Support Agent determines the Product can only be diagnosed physically, the Product must be sent to a Service Center for inspection. Customers must obtain a Return Material Authorization (RMA) or case Number before shipping any Product to a Service Center. The RMA Number must be visible on the outside and located inside the package. The absence of a visible RMA/case number could result in the shipment being refused. If the Product is not sent to the Service Center within 30 days of the issuance of the RMA Number, the return authorization will be canceled. Shipping costs to send a Product to a Service Center for inspection are the responsibility of the Customer. Upon receipt at a Service Center, the Product will be assessed to determine if the system is in:

  1. Proper Working Order: The product will be returned to the Customer and Customer will be charged a $300 inspection and testing fee. Shipping costs in returning the Product to Customer are the responsibility of the Customer or flat fee to be added to invoice.
  2. Faulty Condition and within the Service Contract Period: The product will be repaired or replaced at no charge Shipping costs in returning Product to Customer are the responsibility of the Service Center.
  3. Faulty Condition and is outside the Service Contract Period or has Damaged not Covered under Warranty: Customer will be presented with an estimate for the repair or replacement charges. Shipping costs in returning the Product to Customer are the responsibility of Customer. Warranty on Replacement Product during service contract period: If Product or accessories are replaced within the post-warranty service contract period, the original service contract warranty is not extended. The Replacement Product is covered for the remaining term of the original lMIUSA post-warranty service contract. This Post Warranty Service Contract sets forth our responsibilities regarding the Product. Repair or replacement of the Product, as described herein, is your exclusive remedy. THIS POST-WARRANTY SERVICE CONTRACT IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THIS LIMITED WARRANTY. This Post Warranty Service Contract is extended to the original buyer only and may not be assigned or transferred to subsequent buyers. All Post Warranty Service Contract Extension or Support Plan Orders must be received before the existing warranty expires. If Customer waits until the Warranty expires on a Product, the price to reinstate and extend the Warranty is $4,400 annually

Gap Warranty

Service Requests: Customer must speak with a Support Agent to determine if the product requires service. If a Support Agent determines the Product can only be diagnosed physically, the Product must be sent to a Service Center for inspection. Customers must obtain a Return Material Authorization (RMA) or case Number before shipping any Product to a Service Center. The RMA Number must be visible on the outside and located inside the package. The absence of a visible RMA/case number could result in the shipment being refused. If the Product is not sent to the Service Center within 30 days of the issuance of the RMA Number, the return authorization will be cancelled. Shipping costs to send a Product in to a Service Center for inspection are the responsibility of Customer. Faulty Condition and within the Gap Warranty Period: Product will be repaired or replaced at no charge. Shipping costs in returning Product to Customer are the responsibility of the Service Center. Warranty on Replacement Product during the gap warranty period: If Product or accessories are replaced within the gap-warranty contract period, the original gap warranty is not extended. The Replacement Product is covered for the remaining term of the original lMIUSA gap-warranty contract. This Gap Warranty Contract sets forth our responsibilities regarding the Product. Repair or replacement of the Product, as described herein, is your exclusive remedy. THIS GAP-WARRANTY CONTRACT IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THIS LIMITED WARRANTY. This Gap Warranty Contract is extended to the original buyer only and may not be assigned or transferred to subsequent buyers.

 Version TC462026